EXHIBIT 10.3
SECOND AMENDMENT TO CREDIT AGREEMENT
AND CONSENT
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of April 10, 2007
(this "Amendment"), among VISTEON CORPORATION, a Delaware corporation (the
"Company"), each subsidiary of the Company party hereto (together with the
Company, each a "Borrower" and, collectively, the "Borrowers"), the Lenders
party hereto, and JPMORGAN CHASE BANK, N.A. ("JPMorgan"), as Administrative
Agent, Issuing Bank and Swingline Lender.
W I T N E S S E T H:
WHEREAS the Borrowers, the Lenders party thereto, and JPMorgan, as
Administrative Agent, Issuing Bank and Swingline Lender, have entered into that
certain Credit Agreement, dated as of August 14, 2006, as amended, supplemented
or modified by that certain First Amendment to Credit Agreement and Consent,
dated as of November 27, 2006 (as so amended, supplemented or modified, the
"Credit Agreement"; capitalized terms used herein but not otherwise defined
herein shall have the meanings given such terms in the Credit Agreement);
WHEREAS the Borrowers have requested that the Lenders and the
Administrative Agent amend certain provisions of the Credit Agreement, and the
Lenders and the Administrative Agent are willing to so amend the Credit
Agreement on the terms and subject to the conditions set forth herein; and
WHEREAS the Borrowers have requested that the Lenders, for the
avoidance of doubt, consent to the amendment and restatement of the Term Loan
Facility, and the Lenders are willing to consent to such amendment and
restatement on the terms and subject to the conditions set forth herein; and
WHEREAS the Borrowers have requested that the Lenders consent to the
amendment of certain provisions of the Intercreditor Agreement, and the Lenders
are willing to consent to such amendment on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:
ARTICLE I
AMENDMENTS
Section 1.1 Amendment to Section 1.01. Section 1.01 of the Credit
Agreement is hereby amended as follows:
(a) The following new defined term is hereby inserted in
proper alphabetical order:
"Securitization Subsidiary" a Domestic Subsidiary of the Company
newly created to act as the principal for the European contract
manufacturing arrangement and to be responsible for managing the functions
and risks of the Company's European operations;
SECOND AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
provided that such Domestic Subsidiary shall be subject to the limitations
set forth in Section 6.20.
(b) The defined term "European Facility" is hereby amended by
(i) deleting the following: "on the date hereof", (ii) adding the following
after the words "jurisdictions in Europe and": "the Securitization Subsidiary
and", and (iii) deleting the words ""as described in the Information Memorandum"
and inserting the following in lieu thereof: "pursuant to documentation dated as
of August 14, 2006 and November 13, 2006, in each case, as amended".
(c) The defined term "Foreign Stock Holding Company" is hereby
amended by (i) deleting the text ", it being understood" and inserting the
following in lieu thereof: ". It is understood and agreed", (ii) adding the
following after the words "being the Capital Stock of first-tier Foreign
Subsidiaries) and": "each", and (iii) adding the following after the words
"Section 6.15. It is": "further".
(d) The defined term "Intercreditor Agreement" is hereby
amended by inserting at the end thereof: ", as amended".
(e) The defined term "Permitted Encumbrance" is hereby amended
by inserting after the words "Sections 6.02(a) through (e)": " and (j)".
(f) The defined term "Standard Securitization Undertakings" is
hereby amended by inserting after each instance of the words "Foreign
Subsidiaries" appearing therein the following: "and the Securitization
Subsidiary".
Section 1.2 Amendments to Article III. Article III of the Credit
Agreement is hereby amended as follows:
(a) Section 3.01(b) of the Credit Agreement is hereby amended
by deleting the words "the date hereof" in the last sentence of such Section and
inserting in lieu thereof: "August 14, 2006,".
Section 1.3 Amendments to Article V. Article V of the Credit
Agreement is hereby amended as follows:
(a) Section 5.14(b) of the Credit Agreement is hereby amended
by (i) inserting immediately following the words "first priority" appearing in
the first sentence of such Section: "(except with respect to the Securitization
Subsidiary)", (ii) inserting at the end of the first sentence of such Section:
";provided, however, with respect to the Securitization Subsidiary, such Lien
shall have the priority required under the Intercreditor Agreement" and (iii)
deleting the words "(in each case for clauses (i) through (iii) excluding
Capital Stock of any Borrower in Halla)".
(b) Section 5.14(d) of the Credit Agreement is hereby amended
by (i) adding the following after the words "(other than an Excluded Entity":
"or, except with regard to clauses (ii) and (iii) below, the Securitization
Subsidiary)", (ii) inserting the following after the words "(other than an
existing Excluded Entity, except as provided below": "or the Securitization
Subsidiary, except with regard to clauses (ii) and (iii) below", and (iii)
inserting after the words "which becomes a Material Domestic Subsidiary after
the Effective Date": ")".
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SECOND AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
(c) Section 5.14(f) of the Credit Agreement is hereby amended
by deleting the reference to "Halla or any other" and inserting in lieu thereof:
"any".
Section 1.4 Amendment to Article VI. Article VI of the Credit
Agreement is hereby amended as follows:
(a) Section 6.01(b) of the Credit Agreement is hereby amended
by deleting the reference to "$1,000,000,000" and inserting in lieu thereof
"$1,700,000,000".
(b) Section 6.01(d) of the Credit Agreement is hereby amended
by (i) inserting after the words "Indebtedness of": "(a)", and (ii) adding the
following at the end thereof: "and (b) the Securitization Subsidiary owed to any
Foreign Subsidiary or of any Foreign Subsidiary owed to the Securitization
Subsidiary;
(c) Section 6.01(i) is hereby amended by (i) adding the
following after the words "Indebtedness of Foreign Subsidiaries": "and the
Securitization Subsidiary", (ii) adding the following after the words "(or, in
the case of Portuguese Receivables, Bermuda)": " and the Securitization
Subsidiary ", (iii) adding the following after the words "issued or created by
any Borrower or any of its Domestic Subsidiaries": "(other than the
Securitization Subsidiary);".
(d) Section 6.01(n) of the Credit Agreement is hereby amended
by deleting the reference to "$250,000,000" and inserting in lieu thereof
"$350,000,000".
(e) Section 6.01(q) of the Credit Agreement is hereby amended
by deleting the reference to "$50,000,000" and inserting in lieu thereof
"$75,000,000".
(f) Section 6.02(n) of the Credit Agreement is hereby amended
by deleting the reference to "$250,000,000" and inserting in lieu thereof
"$350,000,000".
(g) The following is hereby added at the end of Section 6.02:
"(ff) Liens on assets of the Securitization Subsidiary in favor of any Foreign
Subsidiary securing intercompany Indebtedness or other obligations related to
the origination, servicing or collection of Receivables, Related Security or
Other Securitization Assets, in each case generated in connection with the
European operations of the Foreign Subsidiaries of the Company and the
Securitization Subsidiary."
(h) Section 6.04(g) of the Credit Agreement is hereby amended
by deleting the words "pursuant to the European Facility or Permitted
Receivables Financings" and inserting in lieu thereof: "in connection with the
European Facility or Permitted Receivables Financings (and, whether pursuant to
the European Facility or otherwise, the sale or disposition of Receivables, any
Related Security and any Other Securitization Assets, in each case generated in
connection with the European operations of the Foreign Subsidiaries of the
Company and the Securitization Subsidiary, by the Securitization Subsidiary)".
(i) Section 6.06(b) of the Credit Agreement is hereby amended
by inserting after the words " it being understood that": "(x)", and (ii)
inserting after the words "after the consummation of any such Capital
Expenditure": "and (y) if Adjusted EBITDA is negative, no adjustment shall be
made under this clause (i)".
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SECOND AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
(j) Section 6.07(g) of the Credit Agreement is hereby amended
by inserting at the end thereof: "and between the Securitization Subsidiary and
Foreign Subsidiaries".
(k) Section 6.07(i) of the Credit Agreement is hereby amended
by inserting after the words " it being understood that" in clause (iv): "(x)",
and (ii) inserting after the words "after the consummation of any such
Investment": "and (y) if Adjusted EBITDA is negative, no adjustment shall be
made under this clause (iv)".
(l) The following is hereby added at the end of Section 6.07:
"(bb) (i) Investments received in connection with the sale, transfer or other
disposition of Receivables, any Related Security and any Other Securitization
Assets by the Securitization Subsidiary and (ii) the purchase or other
acquisition by, or transfer to the Securitization Subsidiary of Receivables, any
Related Security and any Other Securitization Assets, in each case generated in
connection with the European operations of the Foreign Subsidiaries of the
Company and the Securitization Subsidiary, in connection with the origination,
servicing or collection of such Receivables, Related Security or Other
Securitization Assets."
(m) Section 6.12 of the Credit Agreement is hereby amended by
inserting after the words "with any restrictions to apply only to the ":
"Securitization Subsidiary and the Foreign".
(n) Section 6.13 of the Credit Agreement is hereby amended by
inserting after the words "which restrictions shall apply only to the":
"Securitization Subsidiary and the Foreign".
(o) The following new Section 6.20 is hereby added at the end
of Article VI:
Section 6.20 Business of Securitization Subsidiary. Permit the
Securitization Subsidiary to (a) engage at any time in any business or
business activity other than (i) to the extent it is a party to the
European Facility, the performance of its obligations under and in
connection with the underlying documents for the European Facility, (ii)
the origination, collection and servicing of Receivables generated in
connection with the European operations of the Foreign Subsidiaries of the
Company, and activities necessary, related or incidental thereto, (iii)
engaging in management functions, including, without limitation, managing
contract manufacturing arrangements with respect to the Borrower's
European business (iv) actions required to maintain its existence and (v)
activities incidental to its maintenance and continuance and to the
foregoing activities; or (b) incur any Indebtedness or sell, dispose of,
▇▇▇▇▇ ▇ ▇▇▇▇ on or otherwise transfer any of its assets except as
permitted hereunder.
Section 1.5 Amendment to Security Agreement. The Security Agreement
is hereby amended as follows:
(a) The defined term "Pledged Stock" in Section 1.3 of the
Security Agreement is hereby amended by deleting the words "the Capital Stock of
Halla Climate Control Corporation and its Subsidiaries," and inserting in lieu
thereof "any of the outstanding Capital Stock of any of the Subsidiaries of
▇▇▇▇▇".
▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
TO VISTEON CREDIT AGREEMENT
AND CONSENT
(b) Section 2.1 of the Security Agreement is hereby amended by
deleting the words "(iii) any of the outstanding Capital Stock of Halla or any
of its Subsidiaries;" and inserting in lieu thereof "(iii) any of the
outstanding Capital Stock of any of the Subsidiaries of Halla;".
(c) Exhibit G of the Security Agreement is hereby amended and
restated in its entirety as set forth in Exhibit I hereto.
ARTICLE II
CONSENT
The Lenders hereby consent to each of (i) the Agreement to
Amend and Restate with respect to the Term Loan Facility in substantially the
form of Exhibit II hereto, (ii) the amendment and restatement of the Term Loan
Facility in substantially the form of Exhibit III hereto, and (iii) the
amendment of the Intercreditor Agreement to provide that the Capital Stock of
the "Securitization Subsidiary" (as defined in the Credit Agreement as amended
hereby) shall be Term Loan Priority Collateral (as defined in the Intercreditor
Agreement), and other amendments to the Intercreditor Agreement acceptable to
the Administrative Agent comforming with the provisions of this Amendment and
the Credit Agreement as amended hereby.
ARTICLE III
CONDITIONS TO CLOSING
The effectiveness of this Amendment is subject to the satisfaction
of the following conditions:
(a) Second Amendment. The Borrowers, the Administrative Agent
and the Required Lenders shall have delivered a duly executed counterpart of
this Amendment to the Administrative Agent.
(b) Administrative Agent Fees and Expenses. The Borrowers
shall have paid all costs and expenses then payable pursuant to Section 4.8
hereof or any other Loan Document with respect to this Amendment.
(c) Amendment Fee. The Borrowers shall have paid (i) the
amendment fee referred to in Section 4.9 hereof to the Administrative Agent for
the account of each Lender theretofore entitled thereto, and (ii) any other fee
then due and payable pursuant to any Loan Document.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Administrative Agent or any Lender under the Loan Documents, and shall not
alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Loan Documents, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein
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SECOND AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
shall be deemed to entitle the Borrowers to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Loan Documents in similar
or different circumstances. This Amendment is a Loan Document executed pursuant
to the Credit Agreement and shall be construed, administered and applied in
accordance with the terms and provisions thereof.
Section 4.2 No Representations by Lenders or Administrative Agent.
The Borrowers hereby acknowledge that they have not relied on any
representation, written or oral, express or implied, by any Lender or the
Administrative Agent, other than those expressly contained herein, in entering
into this Amendment.
Section 4.3 Representations of the Borrowers. Each Borrower
represents and warrants to the Administrative Agent and the Lenders that (a) the
representations and warranties set forth in the Loan Documents (including with
respect to this Agreement and the Credit Agreement as amended hereby) are true
and correct in all material respects on and as of the date hereof with the same
effect as though made on the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date, in which
event such representations and warranties were true and correct in all material
respects as of such date, and (b) no Default or Event of Default has occurred
and is continuing.
Section 4.4 Successors and Assigns. This Amendment shall be binding
upon the parties hereto and their respective successors and assigns and shall
inure to the benefit of the parties hereto and the successors and assigns of the
Lenders and the Administrative Agent.
Section 4.5 Headings; Entire Agreement. The headings and captions
hereunder are for convenience only and shall not affect the interpretation or
construction of this Amendment. This Agreement contains the entire understanding
of the parties hereto with regard to the subject matter contained herein.
Section 4.6 Severability. The provisions of this Amendment are
intended to be severable. If for any reason any provision of this Amendment
shall be held invalid or unenforceable in whole or in part in any jurisdiction,
such provision shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without in any manner affecting the validity
or enforceability thereof in any other jurisdiction or the remaining provisions
hereof in any jurisdiction.
Section 4.7 Counterparts. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any party hereto may execute this Amendment by signing any
such counterpart. Delivery of an executed counterpart of a signature page to
this Amendment by facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment.
Section 4.8 Costs and Expenses. Subject to the terms set forth in
Section 9.03 of the Credit Agreement, the Borrowers agree, jointly and
severally, to reimburse the Administrative Agent for reasonable, documented out
of pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable documented fees and other reasonable charges and
disbursements of one counsel for the Administrative Agent (and such other local
and foreign counsel as shall be reasonably required), in connection with this
Amendment.
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SECOND AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
Section 4.9 Amendment Fee. The Borrowers agree, jointly and
severally, to pay to the Administrative Agent for the benefit of each Lender who
delivers a duly executed counterpart of this Agreement to the Administrative
Agent on or before 5:00 PM New York time, April 5, 2007, a nonrefundable
amendment fee of 0.05% of each such Lender's existing Revolving Commitment.
Section 4.10 Governing Law. The whole of this Amendment and the
rights and obligations of the parties hereto shall be governed, construed and
interpreted in accordance with the laws of the State of New York, but giving
effect to federal laws applicable to national banks.
[Remainder of this page is intentionally left blank.]
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SECOND AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed and delivered as of the date first above written.
BORROWERS:
VISTEON CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
ARS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
FAIRLANE HOLDINGS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
HALLA CLIMATE SYSTEMS ALABAMA CORP.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
INFINITIVE SPEECH SYSTEMS CORP.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
SECOND AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
LTD PARTS, INCORPORATED
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
SUNGLAS, LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
VC AVIATION SERVICES, LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
VC REGIONAL ASSEMBLY & MANUFACTURING, LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
VISTEON AC HOLDINGS CORP.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
VISTEON ASIA HOLDINGS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
2
SECOND AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
VISTEON AUTOMOTIVE HOLDINGS, LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
VISTEON CLIMATE CONTROL SYSTEMS LIMITED
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
VISTEON DOMESTIC HOLDINGS, LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
VISTEON EUROPEAN HOLDINGS CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
VISTEON GLOBAL TECHNOLOGIES, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
VISTEON GLOBAL TREASURY, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Treasurer
3
SECOND AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
VISTEON HOLDINGS, LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
VISTEON INTERNATIONAL BUSINESS
DEVELOPMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
VISTEON INTERNATIONAL HOLDINGS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
VISTEON LA HOLDINGS CORP.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
VISTEON SYSTEMS, LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
VISTEON TECHNOLOGIES, LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
4
SECOND AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
TYLER ROAD INVESTMENTS, LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
5
SECOND AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
JPMORGAN CHASE BANK, N.A.
as Administrative Agent, Swingline
Lender, Issuing Bank, and Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Director
SECOND AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
SECOND AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
CITIBANK, N.A.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Attorney - In - Fact
SECOND AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
CITICORP USA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Director